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TERMS AND CONDITIONS OF COMMERCIAL SALE OF A0SUPPLIES

1. OFFER, CONFIRMATION OR AGREEMENT

These terms and conditions of commercial sale of A0Supplies (the
“Terms and Conditions”) apply to and form an integral
part of all quotations and offers made by A0Supplies (“A0Supplies”),
all acceptances, acknowledgements and confirmations by A0Supplies of
any orders by Buyer and any agreements (“Agreements”)
regarding the sale by A0Supplies and purchase by Buyer of goods and
services (“Products”), unless and to the extent
A0Supplies explicitly agrees otherwise.

Any terms and conditions set forth on any document or documents
issued by Buyer either before or after issuance of any document by
A0Supplies setting forth or referring to these Terms and Conditions
are hereby explicitly rejected and disregarded by A0Supplies, and any
such terms shall be wholly inapplicable to any sale made by
A0Supplies to Buyer and shall not be binding in any way on
A0Supplies.

A0Supplies’ offers are open for acceptance within the period
stated by A0Supplies in the offer or, when no period is stated,
within thirty (30) days from the date of the offer, but any offer may
be withdrawn or revoked by A0Supplies at any time prior to the
receipt by A0Supplies of Buyer’s acceptance thereof.

2. PRICING

Prices in any offer, confirmation or Agreement are in Euros, based
on delivery Ex-Works A0Supplies’ manufacturing facility or
other facility designated by A0Supplies, unless agreed otherwise in
writing between Buyer and A0Supplies and do not include any taxes,
duties or similar levies, now or hereafter enacted, applicable to the
Products. A0Supplies will add taxes, duties and similar levies to the
sales price where A0Supplies is required or enabled by law to pay or
collect them and these will be paid by Buyer together with the price.

3. PAYMENT

(a) Unless agreed otherwise between A0Supplies and Buyer in
writing, A0Supplies may invoice Buyer for the price of the Products
delivered upon delivery of the Products. Net payment is due within
fourteen (14) days of date of invoice unless agreed otherwise between
A0Supplies and Buyer in writing. All payments shall be made to the
designated A0Supplies address. If deliveries are made in
installments, each installment may be separately invoiced and shall
be paid for when due. No discount is allowed for early payment unless
agreed to in writing by A0Supplies. In addition to any other rights
and remedies A0Supplies may have under applicable law, interest will
accrue on all late payments at the rate of eighteen percent (18%) per
annum or the applicable statutory rate, whichever is higher and to
the extent permitted by applicable law, from the due date until
payment in full.

(b) All deliveries of Products agreed to by A0Supplies shall at
all times be subject to credit approval of A0Supplies. If, in
A0Supplies’ judgment, Buyer’s financial condition at any
time does not justify production or delivery of Products on the above
payment terms, A0Supplies may require full or partial payment in
advance or other payment terms as a condition to delivery, and
A0Supplies may suspend, delay or cancel any credit, delivery or any
other performance by A0Supplies.

(c) In the event of any default by Buyer in the payment of any
fees or charges due, or any other default by Buyer, A0Supplies shall
have the right to refuse performance and/or delivery of any Products
until payments are brought current and A0Supplies may suspend, delay
or cancel any credit, delivery or any other performance by
A0Supplies. Such right shall be in addition to, and not in lieu of,
any other rights and remedies available under the Agreement or at
law.

4. DELIVERY AND QUANTITIES

(a) Products shall be delivered Ex-Works as designated by
A0Supplies, unless otherwise agreed in writing. Delivery dates
communicated or acknowledged by A0Supplies are approximate only, and
A0Supplies shall not be liable for, nor shall A0Supplies be in breach
of its obligations to Buyer, for any delivery made within a
reasonable time before or after the communicated delivery date.
A0Supplies agrees to use commercially reasonable efforts to meet the
delivery dates communicated or acknowledged by it on the condition
that Buyer provides all necessary order and delivery information
sufficiently prior to the such delivery date.

(b) Buyer will give A0Supplies written notice of failure to
deliver and thirty (30) days within which to cure. If A0Supplies does
not deliver within such thirty (30) day period, Buyer's sole and
exclusive remedy is to cancel the affected and undelivered portions
of the Agreement.

(c) Title in the Products shall pass to Buyer upon payment in full
of the purchase price in respect thereof. Risk of loss in the
Products shall pass to Buyer upon A0Supplies' delivery.

(d) If Buyer fails to take delivery of Products ordered, then
A0Supplies may deliver the Products in consignment at Buyer’s
cost.

(e) In the event A0Supplies’ production is curtailed for any
reason, A0Supplies shall have the right to allocate its available
production and Products, in its sole discretion, among its various
customers and as a result may sell and deliver to Buyer fewer
Products than specified in the Agreement, as the case may be.

5. FORCE MAJEURE

A0Supplies shall not be liable for any failure or delay in
performance if:(i) such failure or delay results from
interruptions in the Product manufacturing process; or(ii) such
failure or delay is caused by Force Majeure as defined below or by
law.

In case of such a failure as set forth above, the performance of
the relevant part(s) of the Agreement will be suspended for the
period such failure continues, without A0Supplies being responsible
or liable to Buyer for any damage resulting therefrom.

The expression "Force Majeure" shall mean and include
any circumstances or occurrences beyond A0Supplies' reasonable
control - whether or not foreseeable at the time of the Agreement -
as a result of which A0Supplies cannot reasonably be required to
execute its obligations including force majeure and/or default by one
of A0Supplies’ suppliers. In the event that the Force Majeure
extends for a period of three (3) consecutive months (or in the event
that the delay is reasonably expected by A0Supplies to extend for a
period of three (3) consecutive months), A0Supplies shall be entitled
to cancel all or any part of the Agreement without any liability
towards Buyer.

6. RIGHTS IN SOFTWARE, DOCUMENTATION AND INTELLECTUAL
PROPERTY

Subject to the provisions set forth herein, the sale by A0Supplies
of a Product implies the non-exclusive and non-transferable limited
license to Buyer under any of A0Supplies’ and/or its
affiliates’ intellectual property rights (“A0Supplies’
IPR”) in the territory to use and resell Products as sold by
A0Supplies to Buyer.

To the extent that software and/or documentation is embedded in or
delivered with a Product, the sale of such Product shall not
constitute the transfer of ownership rights or title in such software
and/or documentation to Buyer, but, subject to the provisions set
forth herein, shall only imply a non-exclusive and non-transferable
license to Buyer under A0Supplies intellectual property rights to use
such software and/or documentation in conjunction with and as
embedded in or delivered with the Products as supplied by A0Supplies
in the territory.

Buyer shall not: (a) modify, adapt, alter, translate, or create
derivative works from any software residing in or provided by
A0Supplies in conjunction with any Products; (b) assign, sublicense,
lease, rent, loan, transfer, disclose, or otherwise make available
such software; (c) merge or incorporate such software with or into
any other software; or (d) reverse assemble, decompile, disassemble,
or otherwise attempt to derive the source code for such software
without written authorization from A0Supplies except as explicitly
allowed under applicable law. Buyer shall reproduce, without any
amendments or changes thereto, any proprietary rights legends of
A0Supplies and/or its affiliates or its third party suppliers in any
software or documentation provided by A0Supplies. License terms of
third parties may apply.

7. LIMITED WARRANTY AND DISCLAIMER

(a) A0Supplies warrants that under normal use in accordance with
the applicable user manual the Products, (excluding any software that
is not embedded in a Product by A0Supplies) shall, at the time of
delivery to Buyer and for a period of three (3) months from the
date of delivery (or such other period as may be agreed upon in
writing by the parties), be free from defects in material or
workmanship and shall substantially conform to A0Supplies’
specifications for such Product, or such other specifications as
A0Supplies has agreed to in writing, as applicable. A0Supplies’
sole and exclusive obligation, and Buyer’s sole and exclusive
right, with respect to claims under this warranty shall be limited,
at A0Supplies’ option, either to the replacement or repair of a
defective or non-conforming Product or to an appropriate credit for
the purchase price thereof. A0Supplies will have a reasonable time to
repair, replace or credit. The non-conforming or defective Products
shall become A0Supplies' property as soon as they have been replaced
or credited.

(b) Buyer may ship Products returned under warranty to A0Supplies’
designated facility only in conformance with A0Supplies’
then-current return material authorization policy. Where a warranty
claim is justified, A0Supplies will pay for freight expenses. Buyer
shall pay for returned Products that are not found to be defective or
non-conforming together with the freight, testing and handling costs
associated therewith.

(c) Notwithstanding the foregoing, A0Supplies shall have no
obligations under warranty if the alleged defect or non-conformance
is found to have occurred as a result of environmental or stress
testing, misuse, use other than as set forth in the user manual,
neglect, improper installation or accident, or as a result of
improper repair, alteration, modification, storage, transportation or
improper handling.

(d) The express warranty granted above shall extend directly to
Buyer and not to Buyer’s customers, agents or representatives
and is in lieu of all other warranties, whether express or implied,
including without limitation any implied warranties of fitness for a
particular purpose, merchantability, or non-infringement of
intellectual property rights. All other warranties are hereby
specifically disclaimed by A0Supplies.

(e) Subject to the exclusions and limitations set forth in Section
9 of the Terms and Conditions, the foregoing states the entire
liability of A0Supplies in connection with defective or
non-conforming Products supplied hereunder.

8. INTELLECTUAL PROPERTY RIGHTS INDEMNITY

(a) A0Supplies, at its sole expense, shall: (i) defend any legal
proceeding brought by a third party against Buyer to the extent that
the proceeding includes a claim that any Product as furnished by
A0Supplies under an Agreement directly infringes the claimant’s
patent, copyright, trademark, or trade secret; and (ii) hold Buyer
harmless against damages and costs awarded by final judgment in such
proceeding to the extent directly and solely attributable to such
infringement.

(b) A0Supplies shall have no obligation or liability to Buyer
under Section (a) (1) if A0Supplies is not: (i) promptly notified in
writing of any such claim; (ii) given the sole right to control and
direct the investigation, preparation, defense and settlement of such
claim, including the selection of counsel; and (iii) given full
reasonable assistance and cooperation by Buyer in such investigation,
preparation, settlement and defense; (2) if the claim is made after a
period of three (3) years from the date of delivery of the Product.

(c) If any Product is, or in A0Supplies’ opinion is likely
to become, the subject of a claim of infringement as referred to
under Section 8 (a) above, A0Supplies shall have the right, without
obligation and at its sole option, to: (i) procure for Buyer
the right to continue to use or sell the Product; (ii) provide
replacement Product, or (iii) modify the Product in such a way as to
make the modified Product non-infringing; or (iv) terminate any
Agreement to the extent related to such Product.

(d) Subject to the exclusions and limitations set forth in Section
9 of the Terms and Conditions, the foregoing states A0Supplies’
entire liability and obligation to Buyer and Buyer’s sole
remedy with respect to any actual or alleged infringement of any
intellectual property rights or any other proprietary rights of any
kind.

9. LIMITATION OF LIABILITY

(a) A0SUPPLIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST
SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, INDIRECT, INCIDENTAL,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE AGREEMENT OR THE SALE OF ANY PRODUCTS OR SERVICES
BY A0SUPPLIES OR THE USE THEREOF WHETHER OR NOT SUCH DAMAGES ARE
BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY –
EVEN IF A0SUPPLIES HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY
OF SUCH DAMAGES.

A0SUPPLIES’ AGGREGATE AND CUMULATIVE LIABILITY TOWARDS BUYER UNDER ANY AGREEMENT SHALL NOT EXCEED AN AMOUNT OF TEN PERCENT (10%) OF THE RELATED AGREEMENT.

(b)Any Buyer’s claim for damages must be brought by Buyer within ninety (90) days of the date
of the event giving rise to any such claim, and any lawsuit relative
to any such claim must be filed within one (1) year of the date of
the claim. Any claims that have been brought or filed not in
accordance with the preceding sentence are null and void.

(c) The limitations and exclusions set forth above in this Section
9 shall apply only to the extent permitted by applicable mandatory
law.

10. CONFIDENTIALITY

Buyer acknowledges that all technical, commercial and financial
data disclosed to Buyer by A0Supplies and/or its affiliates is the
confidential information of A0Supplies and/or its affiliates. Buyer
shall not disclose any such confidential information to any third
party and shall not use any such confidential information for any
purpose other than as agreed by the parties and in conformance with
the purchase transaction contemplated herein.

11. EXPORT/IMPORT CONTROLS

If the delivery of Products under the Agreement is subject to the
granting of an export or import license by a government and/or any
governmental authority under any applicable law or regulation, or
otherwise restricted or prohibited due to export or import control
laws or regulations, A0Supplies may suspend its obligations and
Buyer’s rights regarding such delivery until such license is
granted or for the duration of such restriction and/or prohibition,
respectively, and A0Supplies may even terminate the Agreement,
without incurring any liability towards Buyer.

Furthermore, if an end-user statement is required, A0Supplies
shall inform Buyer immediately thereof and Buyer shall provide
A0Supplies with such document upon A0Supplies’ first written
request; if an import license is required, Buyer shall inform
A0Supplies immediately thereof and Buyer shall provide A0Supplies
with such document as soon as it is available.By accepting
A0Supplies’ offer, entering into any Agreement and/or accepting
any Products, Buyer agrees that it will not deal with the Products
and/or documentation related thereto in violation of any applicable
export or import control laws and regulations.

12. ASSIGNMENT AND SETOFF

Buyer shall not assign any rights or obligations under the
Agreement without the prior written consent of A0Supplies. Buyer
shall have no right to withhold or reduce any payments or to offset
existing and future claims against any payments due for Products sold
under the Agreement or under any other agreement that Buyer may have
with A0Supplies or any of its affiliates may have and agrees to pay
the amounts hereunder regardless of any claimed offset which may be
asserted by Buyer or on its behalf.

13. GOVERNING LAW AND FORUM

All offers, confirmations and Agreements are governed by and
construed in accordance with the laws of The Netherlands. All
disputes arising out of or in connection with any Agreement shall
first be attempted by Buyer and A0Supplies to be settled through
consultation and negotiation in good faith in a spirit of mutual
cooperation. All disputes which cannot be resolved amicably shall be
submitted to the exclusive jurisdiction of the courts of Maastricht,
The Netherlands provided that A0Supplies shall always be permitted to
bring any action or proceedings against Buyer in any other court of
competent jurisdiction. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to any offer,
confirmation or Agreement. Nothing in this Section 13 shall be
construed or interpreted as a limitation on either A0Supplies’
or Buyer’s right under applicable law for injunctive or other
equitable relief or to take any action to safeguard its possibility
to have recourse on the other party.

14. BREACH AND TERMINATION

Without prejudice to any rights or remedies A0Supplies may have
under the Agreement or at law, A0Supplies may, by written notice to
Buyer, terminate with immediate effect the Agreement or any part
thereof without any liability whatsoever, if:(a) Buyer violates
or breaches any of the provisions of the Agreement;(b) any
proceedings in insolvency, bankruptcy (including reorganization)
liquidation or winding up are instituted against Buyer, whether filed
or instituted by Buyer, voluntary or involuntary, a trustee or
receiver is appointed over Buyer, or any assignment is made for the
benefit of creditors of Buyer.

Upon occurrence of any of the events referred to above, all
payments to be made by Buyer under the Agreement shall become
immediately due and payable.

In the event of cancellation, termination or expiration of an
Agreement the terms and conditions destined to survive such
cancellation, termination or expiration shall so survive.

15. MISCELLANEOUS

(a) In the event that any provision(s) of these Terms and
Conditions shall be held invalid or unenforceable by a court of
competent jurisdiction or by any future legislative or administrative
action, such holding or action shall not negate the validity or
enforceability of any other provisions thereof. In the event that any
provision of these Terms and Conditions shall finally be determined
to be unlawful or unenforceable, such provision shall be deemed
severed from these Terms and Conditions, but every other provision
shall remain in full force and effect, and in substitution for any
such provision held unlawful or unenforceable, there shall be
substituted a provision of similar import reflecting the original
intent of the clause to the extent permissible under applicable law.

(b) The failure on the part of either party to exercise, or any
delay in exercising, any right or remedy arising from the Agreement
shall not operate as a waiver thereof; nor shall any single or
partial exercise of any right or remedy arising there from preclude
any other or future exercise thereof or the exercise of any other
right or remedy arising from the Agreement or from any related
document or by law.